Dusk and Dawn
by 2percent
Summary: Nightmare Moon has won, and the night is eternal. Yet, not all is lost. Equestria now is divided between the usurper's armies and those of the Dawn Militia. But their most dangerous foe may not be the dreaded Mare of the Moon, but her lieutenant, Eclipse – formerly known as Twilight Sparkle.
1. Chapter 1

_6/3/12: Minor edits to incorporate the season two finale._

Welcome, readers.

First, I shall address the smaller, but more familiar audience that is undoubtably pondering why am I writing this rather than continuing my existing work, _Pokémon Mystery Dungeon: Joutei_. I... don't know. I am just finding it difficult to motivate myself to work on it. The only positive side is that can't foresee myself rebooting it a third time. That, if nothing else, is a sign of progress. Of course, the fact that the current reboot hasn't even finished the introductory arc is a sign of the opposite, but meh grumble _grumble…_ Anyways! I have confidence in this fic because for once, I'm not aiming for an epic length. As I have proven time and time again, not only am I incapable of writing an epic, I am incapable of properly _beginning_ one. So I am now trying my hand at something completely different, namely, a oneshot. Speaking of completely different, some of you may be wondering, "Out of all the things to write about, why did you choose My Little Pony?" I will let you find the answer to that yourself. Go watch episodes of the new reboot on YouTube. I suggest starting with "Lesson Zero", "Dragonshy", or "The Last Round-up." I await your joining of the herd.

As for the audience eventually coming from Equestria Daily, I actually don't have much to say to you. I'll just say that despite the tag, it's not quite as grimdark as it could be.

So… enjoy.

* * *

><p>An ornate knife lay in a stretch of moonlight on the smooth stone floor. A violet aura surrounded the knife, slowly lifting it up. It came to a stop only a meager distance up. The gleaming blade hung in the air uncertainly.<p>

"Well? Why do you hesitate?"

In the darkened dungeon, a young unicorn could be seen chained upside-down to a metal table. She let out a few muffled noises around the filthy, stained gag stuffed into her mouth. She struggled impotently in her bonds, rattling the chains and revealing the sores in her flesh from where the shackles chaffed her.

"Perhaps you feel–_empathy_–for this little pony?"

The unicorn's eyes turned up, seeking for pity, mercy, freedom.

"Tell me, what have these feelings done for you?"

A moment passed. The knife resumed its ascent. It caught a flash of moonlight, briefly illuminating another set of eyes. They gazed back at the unicorn's, silent pleading screams passing through in that instant. The moonlit eyes refused. The light shifted away.

"Kindness, caring, hope, joy… What are they good for? How have they helped anypony?"

The knife came to a stop above the unicorn, pointing directly down at her throat. Her muffled screams faded to sobs as her eyes focused on the blade.

"What about friendship?"

"_No!"_

"_Twilight! What just happened?"_

"_What was with that twister? Where are the Elements?"_

"_Nightmare Moon must've taken them somewhere! Oh no, _now_ what do we do? We need them to defeat her!"_

"_Just calm down, darling, it will be alright. All we have to do is find where she took them."_

"_Ooh! So it's like a treasure hunt! I love treasure hunts!"_

"_But… the ruins are awfully big. She could've taken them be anywhere."_

"_Fluttershy's right! It'll take forever to find them!"_

"_We don't have forever! We'll have to split up–"_

"_What? NO! Are you crazy? Splitting up the party in a big creepy castle at night? That's just asking for the monster to pick us off one by one! Like popcorn! Garf snarf nomph! Like that!"_

"…_I'm afraid Pinkie has a point, somewhere in there. If we were to encounter Nightmare Moon, I would much rather have everypony together."_

"_And besides, friends don't leave each other behind, ain't that right, Sugarcube?"_

"What has it done for you?"

"_I–!" At that moment, she realized; Applejack, Fluttershy, Pinkie Pie, Rarity, and Rainbow Dash were her friends. After their time together, how could they not be? _

"_Yes, you're right. We'll do this together." _

"ANSWER!"

The knife flew down.

Nightmare Moon smiled viciously. "Correct." She turned and left the dungeon.

Twilight Sparkle sat in front of the body. In front of the eyes that would speak no more. Long seconds, maybe minutes passed before her gaze turned to the doorway the alicorn had left through. "Wrong," she whispered.

* * *

><p>2% presents<p>

**Dusk and Dawn**

* * *

><p>The streets of downtown Manehattan were as busy as ever. The streets rumbled with the noise of carriages carrying ponies too rich to be expected to walk themselves, and the sidewalks echoed with the hoofsteps of hundreds of less well-off ponies. Papercolts stood at corners and shouted the latest headlines until their voices wore out. Shop doors swung open and closed as mares passed through to busy themselves admiring the latest fashions. Some ponies passed into restaurants to have lunches varying from cheap, greasy hayburgers to gourmet foreign pastas. It would've been just an ordinary day in Manehattan except for two details.<p>

First, for all the noise, there was a muted atmosphere to all the activity. Nopony who lived there would've ever voted Manehattan as Equestria's happiest city (though the constant flow of immigrants suggested otherwise), but now, there was an almost tangible absence of liveliness. The streets flowed with plodding ponies like a river of molasses rather than the rapids they would've resembled years ago. The smiles and laughter of friends shopping and eating felt worn and forced. A few ponies couldn't go several minutes without looking up at the sky, which leads in to the second missing detail.

Days didn't exist. Not since seven years ago.

Up in the sky, where the sun should've been, the moon hung over the city. No, it _loomed_. It was unnaturally large, taking up far too much of the sky. It was at the point where every crater would've been clearly visible, except there were none. The surface of the moon was flawless, perfectly polished like some celestial marble. Compared to it, the rest of the night sky seemed like nothing more than an afterthought. The stars twinkled lifelessly, and the constellations they formed were about as imaginative as an abacus.

It was under this sky Manehattan, and all of Equestria for that matter, existed. And it was to this setting the portal opened.

A pinprick of light abruptly appeared in the middle of the street, which quickly expanded into a vertical disk. The nearest carriage-pullers, on seeing it, came to a stop, as did most of the pedestrians. Some of the carriages' windows opened for the ponies inside to demand to know why they had stopped, but most of the complaints died off on sight of the growing disk of silver light. By the time it stopped growing, it nearly covered the street, stretching to either sidewalk. All of the usual noise of the city died off as the ponies watched the disk.

A horned head suddenly came out of the disk. There was a collective gasp of shock and fear as everypony rushed to be kneeling by the time the rest of the unicorn's body appeared. Nopony could mistake the deep violet coat, the straight mane blacker than the night sky itself and streaked by yellow, or the ornately designed bronze cuirass. Though, they thought quietly, the dark blue robe hiding most of her body was new. Her horn, long and spiral-fluted, was shining with magic, undoubtably powering the portal itself.

She didn't stop–to acknowledge the kneeling ponies or otherwise–but kept walking forward in a measured, dignified trot. More ponies were already stepping out of the portal. By now, the carriage-pullers in front of the portal had realized the situation and began to pull their loads off the street. The pedestrians scrambled out of their way as rows of soldiers, all in matte black coats and dark blue armor, marched out of the portal on to the street in perfect formation. By now, the silence had given way to panicked whispers as the ponies wondered what would bring the royal army to Manehattan.

Off on a side street, a ponyhole cover slipped back down. Noisy whispers started coming from beneath it. "It's over! We're doomed! She's coming and they're coming and they have an army and oh no they're going to kill us all! We're dooooooo– Ow!"

"Oh, shut your trap, you mangy mutt! It isn't over 'til the fat mare sings!"

"But– But there are so many, many ponies! And I don't think we don't have any fat mares…"

"Never mind that! We'll just do what we always do! Now get your sorry hide over to the hideout and give them code yellow. Possibly code black. I'll follow you with a more complete report."

"C–C–Code black? …Dooooooooooooomed!"

The pony shook his head at his companion's rapidly retreating figure. "Diamond dogs," he muttered, lifting the ponyhole once more to peer out.

* * *

><p>"And how did that turn out?"<p>

"Excellently, if I do say so myself," an aged, but well-groomed cloaked stallion replied. "Even with all their surprise inspections, the royal army won't notice the spark plugs are defective until they realize their engines are using ten times the amount of fuel they should be using."

"Not to mention them trebuchet axles we sabotaged!" a much younger red-maned mare said enthusiastically. "And they ain't easy to replace, so them folks at the Fillydelphia front can kiss their new siege weapons goodbye for a long while!"

"Yes, quite." The older stallion gave her a disapproving look.

The orange mare in front of them smirked. "Well then, good work, y'all!" she said so the entire room could hear–which wasn't all that loud. It was only an assembly of about two dozen ponies packed into a concrete cellar lit by a few magic-powered lanterns. "The Dawn Militia recognizes everypony's efforts here! 'Specially to you, Uncle Orange." She nodded at the stallion. "No doubt we couldn'ta hidden this well without yer help."

He lowered his head in a bow. "Anything for the Dawn, Applejack."

"And I keep hearing good things about you, Apple Bloom," Applejack continued as she turned to the other mare, who practically glowed at the praise. "Ponies are sayin' you perfected breakin' things to an art form," she continued. "Not all that surprisin', considerin' the shenanigans you and your friends used to get into."

Apple Bloom's face fell. "No need to put it like that," she muttered.

"I'm jus' joshing you now," Applejack smirked. "I'm mighty proud of you, Sis. Oh, and speakin' of yer friends, they wanted me to tell you that they're missin' you terribly."

She nodded, looking up. "I know, and I miss them too. But I can't leave here jus' yet!"

"She's right!" a stallion spoke up. "Without her, we'd hardly be able to keep up with the new weapons they keep churning out!"

"And remember when she literally sank _two_ battleships at the bay? And no pony got caught?" another mare piped up. "That was sick!"

"Aw shucks, y'all, it weren't all me," Apple Bloom mumbled bashfully, fiddling with the pink bandanna that had replaced her bow.

"Alright, calm down, everypony," Applejack said. "I ain't about to take Apple Bloom nowhere jus' yet. But there's another–" The ground under her hooves chose that moment to start cracking. "What in tarnation–?" She moved off the crumbling concrete just in time for a canine face to pop out.

"Wilbur! How many times do we have to tell you not to dig through the concrete?" Mr. Orange yelled at him before he could get a word out.

"I–"

"Does this happen often?" Applejack asked Apple Bloom.

"Fifth time this month."

"I was wonderin' what was with all them patched-up holes in the hall."

"Code black!" the diamond dog burst out, interrupting the sisters.

"WHAT?"

"…Or maybe code yellow," he offered, wincing at the entire room's outburst.

"'Maybe'?" Apple Bloom repeated. "There's a pretty big difference between lock-down and abandon fort, don't ya think?"

"I don't know!" he whined, tugging on his ears in panic. "Cobble is still scouting, but it's bad! So many army ponies coming! And the nightmare pony too! We're really doomed!"

"Nightmare pony? You mean Nightmare Moon?" Applejack asked.

"What? No! Stupid pony! The other nightmare pony! The general!"

Mr. Orange gasped. "Oh my. General Eclipse herself is here?"

"That's crazy talk!" Applejack growled, letting the "stupid pony" slide. "She's supposed to be fightin' in Griffon country right now!"

"Maybe it's a trick to scare us?" Apple Bloom pointed out. "We shouldn't panic. It's not like they know where we are."

"Unfortunately," a new voice said, "you are wrong on both accounts."

Applejack spun around. "Trixie! I thought you were gonna wait outside the city!" she said as the newcomer stepped into the room. The azure unicorn still wore a hat and cape, but the star designs had long since been swapped out for more elegant, gold, flame-like trimmings, and a few pieces of light, decorated barding were visible underneath.

"Trixie was, but an urgent matter arose." Her hat rose with a glow, and a scrap of paper floated out of it. She cleared her throat. "From our informant; somepony leaked the location of the Manehattan hideout, and General Eclipse has been personally sent to flush out the Dawn Militia presence here."

The earth pony snatched the paper out of the air and blazed through it. "Consarn it!" she snapped, throwing the scrap down. "Did she know we'd be here?"

Trixie picked it back up with her magic and replaced it under her hat. "Trixie needs that, keep in mind. And no, if she did, our informant would've mentioned it."

Applejack huffed. "Somepony leaked the location, you say…" She looked sharply at the assembly of ponies. Most of them fidgeted nervously, but no single pony seemed to warrant any extra suspicion.

"Well?" Trixie asked, after several tense seconds.

"The spy's nopony–or dog–in this room," she eventually replied. The assembly relaxed. "They're still out there somewhere…" She suddenly started to shout out orders. "Well no sense in sittin' around! This is an emergency! Code black! We need ta know how much time we have, and how many troops the general brought!"

"I can tell you that," said a grey pony pulling himself out of the hole left by the diamond dog.

"Cobble! You're alive!" The diamond dog suddenly snatched him into a tight hug.

"Of course I'm alive, flea-for-brains!" he growled, shoving the canine off. "I only stayed another minute!"

"What do you have to report, Cobblestone?" Mr. Orange quickly asked.

"I left them downtown. At the pace they were moving, we have less than ten minutes before they get here. I don't know how long they'll be searching–"

"There won't be any searching," Applejack interjected. "Somepony leaked this here location. The general knows exactly where we are."

The pony gave a start. "…Well that's bad. She also brought a company of soldiers. There's well over a hundred of them, not counting a pair of elite guards. Plenty to completely surround us, sewers included. There's no way a mass evacuation will get past them."

Applejack swore violently. "An entire company? She ain't takin' any chances! And none of y'all can fight?" she asked the assembled ponies, who shuffled about in fear and panic.

"I can handle a gun," Apple Bloom said.

"I know. Anypony else?" She was met with silence.

"I can trip ponies," the diamond dog offered, raising a paw.

Applejack let out a sigh, covering her face with a hoof. She glared up over her hoof and started speaking again. "Alright, there's only one thing we can do. You, diamond dog," she ordered, pointing. "Dig everypony a new exit route."

"What? Myself?" he whined. "I can't dig that fast! It'll be too tight! Too slow!"

"You don't have to go far. You just want to throw the solders off for a bit. And besides, Trixie here will be helping." The unicorn's eyes narrowed, but Applejack went on. "You'll take everypony here and help them escape. When you meet the army, Trixie can fight them off for y'all lickity-split."

"And what will you be doing, Applejack?" Trixie asked, already knowing the answer.

"There's a bunch of soldiers out there, but that leaves one _very _important pony," she answered. She looked everypony she could in the eye as she spoke. "The general. She's prob'ly fixin' to flush us out herself, so I'll hold her off long enough for the rest of y'all to escape." As expected, she was immediately met with a crowd of objections, all spilling into each other to create an unintelligible buzz.

"Sis, you can't–!"

"That's crazy!"

"Are you suicidal?"

"She's way too powerful to fight!"

"I heard Eclipse crushed half a regiment alone at Hoofstruck Hill!"

"She nearly burnt Ponyville to the ground! You were there!"

_The glow was blinding, even from the walls of Ponyville. Surges of magic pulsed towards two other unicorns, and their horns flashed like beacons as they redirected the energy into their spells. In that instant, two things happened. A lance of silver energy shot towards the barrier, pierced it, and erupted, completely shattering the sphere. The earth roared, and two massive shockwaves tore into the wall, wrenching the towering gateposts from their very foundations. Debris flew and crashed everywhere. As the dust settled, _she_ led the soldiers past the rubble, not the slightest bit out of breath._

_The heat could be felt through the entire town. _She_ hovered over the smoldering crater, looking like a perversion of a phoenix wrenched from a nightmare. Flames enveloped her body, replacing her dark mane. They formed massive wings that flapped with terrible, blazing roars. _She_ let out an unearthly howl, and fire filled the skies of Ponyville._

Trixie didn't speak until the noise started to die down. "Trixie understands that you bear a grudge, but you can't expect to fight her by yourself. Especially after her…" The unicorn paused, looking for the right word. "...Upgrade," she finished. "What is Trixie going to tell Big Mac if you get yourself killed? Or your friends? Or the entire Dawn, for that matter?"

"You can't talk me out of it, Trix," Applejack said resolutely. "We all knew the risks when we joined this war. It's too late to cry over our choices now. Besides…" She stomped a hoof and turned her head to the streets above, a dangerous look in her eye. "I've got some words for the general that need sayin'."

"Then at the very least, let Trixie fight with you. She has some grudges of her own against Eclipse."

"No can do. You need to get everypony past the soldiers to safety, and you'll be better at defendin' them all than me."

Trixie harrumphed, but it was in defeat. "Very well," she said after a while. "Then Trixie shall return for you once she has confirmed everypony's safety."

"I'll be counting on it. Give me thirty minutes. We got a lot ta talk about."

"Thirty minutes? Against Eclipse? I think not! Trixie will be there in ten!"

"You need more time than that to get everypony out, Trix. Twenty-five."

"That may be, but that doesn't mean you have to risk yourself so recklessly. Fifteen."

"You sayin' I'm makin' promises that I can't keep? Twenty-two!" Applejack bumped her head against Trixie's.

"Trixie is saying you're no good to anypony dead! Eighteen!" She shoved back, undeterred.

Both mares glared at each other for a moment before simultaneously shouting, "Twenty!" Applejack spat down on her hoof and held it out.

Trixie looked at the hoof, screwing up her face. "Really?" she asked. Applejack's deadpan expression was answer enough. With a roll of her eyes, the unicorn delicately spit on her own hoof and bumped it against the earth pony's. The moment they pulled away, Applejack immediately started barking out orders.

"Alright, everypony, get moving!" she called out while Trixie conjured herself a hoofkerchief. "Y'all have three minutes to get to yer quarters and pack yer necessities! If you don't have anythin' here, help somepony who does! Diamond dog! We're countin' on you!" The dog gave a quick salute as all of the ponies quickly started to file out.

"Of course, we'll need somepony to inform any other agents we have in Manehattan that it isn't safe here anymore," Trixie pointed out as the chamber emptied.

"I assure you, you won't have to worry about that," Mr. Orange answered as he pulled his hood over his head. "News will undoubtably spread like wildfire themselves." He joined the rush out the door himself.

"Sis, you'll be okay, right?" Apple Bloom asked. She was growing into a strong young mare, but she still had to look up at her sister.

"Don't worry about me, Sugarcube," Applejack reassured her, pulling her into a hug. "I'll be jus' fine; that's a promise." She quickly pulled away. "We've got no time for this! Now git! I need you to stay strong and to look after everypony for me, ya hear?"

Apple Bloom nodded and left, leaving the room almost empty.

"Will she really be alright?" Trixie asked, looking concernedly after the young mare.

"I trust her," the earth pony said, pulling off her saddlebags. "As much as I'd like her behind Dawn lines and safe, she ain't a little filly no more. I learned that the hard way."

She nodded, satisfied. "…Cobblestone?"

"Not the spy." Applejack pulled out an assortment of weapons and a set of heavy barding composed of thick metal plates and leather padding, none of which should've been able to fit in the bags.

Trixie watched her slip on and buckle up the armor with practiced swiftness. "And you?" the unicorn finally asked, directing all of her concern at the cowpony.

"I've already said it; I'll be fine," Applejack replied empathatically, slinging her weapons onto her back and finishing with a worn cloak. "_We_'ve got the element of surprise here, not her. And a few other elements to boot." A glow appeared around her neck, over the barding. "If the general thinks the Element of Honesty can go down that easily, she's got another thing comin'!" The glow solidified into a golden necklace, embedded with an apple-shaped gem.

* * *

><p>"I just believe that as mayor of Manehattan, I have the right to know why you are bringing armed soldiers into the middle of the city!"<p>

Eclipse didn't even spare the stallion a glance. Without breaking stride, she simply responded, "I think it should be quite clear."

"Well clearly, it isn't!" the mayor continued, attempting to hold back his rising frustration. "Now if you would please stop dodging the question–"

"Are you forgetting to whom you are speaking?" She still kept up her trot.

"I know very well who, General, but the fact of the matter is, you have disturbed the peace, bringing soldiers straight into one of Manehattan's busiest streets – backing up traffic, may I add – and that's excluding whatever mayhem your soldiers plan on inducing rather than allowing my police to handle it! And as I am the city's mayor, you have an obligation to inform me of the reasons behind your actions!"

"Do I?" Eclipse suddenly stopped and looked straight at him. As one, every soldier behind her came to complete standstill as well. The mayor, along with his bodyguards, stumbled to a stop, startled by the abrupt shift of her attention.

Now, the mayor would never claim to be the largest pony around, but he was plenty taller than most of the herd. He had used this trait, along with his sturdy, strong-looking figure, to its fullest in the last election. After all, with Nightmare Moon's takeover and the constant state of war, the city needed a powerful pony they could look up to, a figurehead of hope, and he had been happy to fill the role. But now…

Eclipse tilted her head. "I wonder," she muttered, "where did you get the foolish notion that anypony was allowed to question me?"

Sweat was starting to form on his face. He was definitely the taller pony; yet, this mare seemed to tower over him. The way she looked down at him filled him with the urge to crawl into the nearest hole and hope she'd forget about him. Her threatening presence went beyond what her authority should've given her, he thought. It was unnatural. His eyes flickered toward the dark robe she was wearing. The rumors about her might've been true.

"Well?"

He jumped, realizing how long he had been lost in thought. "I– ah – I never meant to question the wisdom of your actions," he babbled out. "It's just– The ponies! The citizens here deserve an explanation. After all, we're all subjects of her majesty, Queen Nightmare Moon, aren't we? I'm quite sure once they know, you'll have their full support!" He offered a squeaky grin.

Eclipse hadn't moved once. Her cold gaze still bore into him, her head still tilted, as if she were examining a particularly interesting smudge. The mayor shifted awkwardly on his hooves. "So," she finally said, "You claim to act for your ponies."

"Erm– Of course I–!" He suddenly noticed the glow of her horn.

"Then perhaps you ought to pay more attention to them."

He blinked. Abruptly, there was a noisy crash from the sidewalk. Whipping his head to look, he saw that a red pony had leaned too hard on a sunglass rack. He was about to apologize to Eclipse for the ruckus, but realized that the earth pony was rolling in pain, clutching her head in her hooves. The mayor glanced around. Everypony on the street but himself, Eclipse, and the soldiers was on their knees, writhing in invisible agony. He could only wonder how he hadn't heard their pained cries until now. Even his disciplined unicorn bodyguards were groaning, bowing their heads to grip them in their hooves.

"What are you doing?" he asked Eclipse, his voice an octave higher than it should've been. "Stop it! Please! They haven't done anything wrong!"

The general held her condescending gaze for a few more seconds. Then, she abruptly cut off her magic, and the groans of pain into gasps of relief. The mayor let himself take a breath of relief as well.

Eclipse suddenly began to speak. "There have been many reports of defective machinery and equipment from the front lines in Equestria and the East Sea. Most of them have been traced to Manehattan factories. Since our numerous inspections have failed to yield any meaningful results, it has been concluded that the cause is active sabotage. Of course, you already know this."

The mayor nodded dumbly. What else could he do? She was answering his question like he'd wanted.

"You, however, begged to be permitted to allow your own police force to handle the situation without military interference. Your request had been granted. Months have passed, and reports of technical failures still arise. Since your ability to maintain order in this city is woefully inadequate, the queen has commanded me to flush out the rebel saboteurs myself."

"Rebels?" the mayor repeated.

"Yes, Dawn Militia rebels," Eclipse confirmed in an irritated tone. "Who else would set up a base in the one of Equestria's centers of military industry? An entire organized hideout of Dawn saboteurs, in _your_ city." She spat out the last words, causing him to cringe lower than he thought possible.

"I– That is–"

"Now, not only have you failed the task you've taken on yourself and disrespected my authority, but you have also wasted the time I could've spent locking down the rebel hideout." She suddenly turned away and began to trot along the road again. "Double your pace!" She barked out. The soldiers behind her automatically began to march as well, and the mayor and his bodyguards had to scramble out of their way. "I've never understood why this miserable place was allowed any independence," the unicorn continued before she left the mayor's hearing range. "Once I return to Canterlot, I shall order Manehattan to be placed under martial law." Then there was only the sound of marching hooves.

He could only stand dumbly among the recovering ponies and watch the formation march away. Eventually, his hind legs collapsed, leaving him seated off the side of the street. He bowed his head.

* * *

><p>Eclipse came to a halt in front of a warehouse. A pair of elite guards, marked by the silver gilding of their armor, stood at attention just behind her. She had already sent away the rest of the soldiers to secure the perimeter. The rebels were certainly thorough in their emergency plans. Pity it couldn't protect them from spies. Anyways, the streets were certainly less crowded now, now that she had left the commercial district. Further along the lane, some ponies loading cargo onto a truck were torn between bowing to her and continuing to diligently work.<p>

She looked over the warehouse. At first glance, there didn't seem to be anything out of place about it. It was just another storehouse set on the side of Manehattan opposite of the port, near the western train station. Though the one just north of it had some graffiti depicting what appeared to be a heavily stylized ursa major carcass. It was probably a feeble stab at the eternal night, but who knew with modern art? She mentally tallied another mark against the mayor – not that it mattered at this point. Eclipse marched forward and telekinetically wrenched the main gate open, slamming the corrugated metal into the ceiling.

As the guards came up behind her, a quick scan showed that it was empty – of ponies, at least. There were plenty of boxes to go around. Moonlight pouring in from the open gate and a few large windows illuminated stacks of massive boxes placed in even rows, filling up the length of warehouse. A few metal columns rose into the darkness far above, where she could make out some walkways and electric light fixtures out of the reach of the moonlight. It was just another unsightly jungle of wood, metal, and concrete. She snorted in derision and began to trot to where she knew the secret entrance was concealed. Aisle seven, second green box to the right, locked hidden door. Beyond that, a short system of tunnels and a nest of rebels undergoing lock-down procedures. It would be foal's play from there. And there it was.

She turned to her guards and ordered them to wait here. At least, she would've had a light fixture not suddenly chosen that moment to fall right behind her. The guards reflexively leapt into protective stances on either side of her, while she glanced back, raising her eyebrows. That could not have been a coincidence. Workers kept this warehouse well maintained at all times (which made for a clever disguise for the rebels using it. Who would investigate an active warehouse for a criminal hideout?), and a loose lamp would've been dealt with long before it became a hazard. Somepony had sabotaged it, and that pony was probably up there now.

Before she could act on this, there was a loud groaning noise. Eclipse, already looking up, saw the massive box tilt over the side of the stack and fall off, right down at her. As it descended, she noticed the blur of a lasso whipping away from one corner, catching the moonlight. Her eyes narrowed. Impossible.

She telekinetically grabbed the metal container, easily stopping it well above her head. The fact that it was full of unassembled cannons hardly concerned her at all. "Exactly what were you hoping to achieve by that?" she called out. The guards spread their wings and shot into the air, weaving around the box.

"To distract y'all, Sugercube," an all-too-familiar Southern accent rolled back from the darkness.

Eclipse whipped her head back at the fallen light fixture. Her eyes widened.

Applejack watched as the grenades she packed into the lighting all detonated. The magic holding the metal box up wavered, and within a few seconds, it crashed down on top of the explosion and the general. However, by then, she couldn't afford to keep watching. The two pegasi had flown up to the balcony and were flying at her, thundering clouds trailing behind them. They were almost on her when Applejack's lasso lashed out and instantly snagged one, trapping his wings. His momentum kept him at full speed as Applejack swung him into his partner, knocking the free guard out of the air with a noisy metal clatter. She then jerked her head so that the lassoed guard was heading straight for her again. Applejack pivoted around on her front hooves and _bucked_. Her metal-shod hooves smashed against his face, sending him out of the lasso and into the opposite wall so hard, his body made a crater in the concrete.

She didn't stop to celebrate but faced the remaining guard, who was flying back at her. She smoothly pulled a weapon from the assortment strapped to her back, propped it against her shoulder, and took aim using a foreleg and her mouth. The guard, seeing the danger, twisted away, but Applejack had enough time to pull the trigger with her tongue.

The shotgun rang out. Most of the pellets ricocheted harmlessly off the guard's armor, but a few pierced his unprotected wings, causing him to grunt in pain. He banked back around for another pass regardless.

That's when the fallen box flew back up, crashing straight through the balcony and punching a hole in the roof with a deafening crunch. Applejack barely had any time to scramble out of the way, and was forced to find purchase on the precariously tilting walkway.

Eclipse glared up at her from the dispersing smoke below, not a hair out of place. "Applejack," she said levelly. "What a delightful surprise." With a piercing metal groan, the box came loose from the roof and fell battered back onto the stack it was originally dropped from. The new hole illuminated the warehouse much better than the gate and windows had.

Applejack ignored it as she met the general's gaze coolly, stowing away the shotgun. "I couldn't pass up a chance to have a good heart-to-heart talk with my old friend, now could I, Twilight?" She jumped off the ruined walkway and landed next to the crumpled box, not minding the five-meter drop.

"You know I don't go by that name anymore."

"That don't matter. You'll still always be Twilight to me."

"Oh, that's precious," she scoffed. "Guards!" she called out. "Leave the warehouse. Make sure nopony gets in or out."

The remaining conscious guard immediately obeyed despite his wounded wings. He flew to the other guard, picked him up, and flew out the main gate. Eclipse slammed it shut behind them. "Now then," she said, looking back at the heavily barded earth pony perched above. "Just what are you doing here?"

Applejack shrugged. "Jus' told y'all, didn't I? I had a few questions that needed askin'."

"And I suppose that's why you dropped explosives and twenty tons of cargo on me?"

She raised an eyebrow at the deadpan response. "Huh. When did you get so smart-mouthed?"

Eclipse shrugged apathetically. "Six years is a long time – plenty to develop some new skills."

"That's true," Applejack nodded, reaching back to pat her weapons. "You could say that little surprise was for my old hat."

"_So how's the farm doing, Applejack?"_

"_Twi, you–! Why, I outta–!"_

"_My name is Eclipse, you dumb hick."_

_An arc of lightning, and blinding pain._

"It seems that you got a new look anyways, 'One-Mare Army,'" Eclipse said.

"And you got yourself a brand-new pair of wings," Applejack shot back.

Eclipse looked backwards. The point-blank explosion had ruined her robe, which now hung around her neck in a few burnt tatters and left a pair of feathered wings exposed. She gave them a flap. "You don't seem too surprised."

Applejack jerked slightly. "Jus' a rumor that's been flyin' around, that's all," she said quickly. "If you don't mind me askin'," she went on, "how did you get them? I highly doubt you could'a done it with some fancy spell, or I reckon there'd be a lot more alicorns runnin' about."

"That's simple," she replied. "I took some of the power of another alicorn."

Applejack reeled in shock. "Nightmare Moon's givin' you her power?" That was unexpected, but possibly fortunate. This would leave the queen weaker, and the rebellion needed every edge they could get against her.

Eclipse gave a derisive snort. "That stingy old scrooge, feeding me her power? You're a laugh, Applejack."

She frowned. "Then some of those other nobles...?"

"I said alicorn, not winged unicorns. There's a difference."

"Then–" Her face fell as the realization hit her. "Oh hay no…"

"Good, you're not as dumb as I thought."

"She's alive?" Applejack shouted, leaning over the edge of the stack. "Where is she? You've gotta be keepin' her somewhere! Tell me!"

"Oh? Is she that important?" Eclipse smirked lightly.

Applejack face twisted into a snarl. She whipped the bazooka off her back, propped it over her shoulder, and took aim. "You tell me right now or I'll blow that smug grin right off yer face!" she roared around the trigger. "Where's Celestia?"

Suddenly, Eclipse was a blur, rushing into the base of the towering stack of boxes. Her hind legs bucked out and slammed into it, sending shockwaves through the entire structure. "Don't you dare mention that name to me!" she shouted, all signs of the mocking smirk vanished.

Applejack cursed and backed away from the edge as quickly as she could before the jolt hit her. That was stupid of her. Twilight had managed to rile her up, causing her to throw caution to the wind. Now trying to stay on the stack was like trying to stand against an earthquake. A moment too slow, and she would've fallen over the edge right into Twilight's hooves. Not that the current situation looked much better for her. How did Twilight get that strong in the first place anyhow?

Eclipse watched as the boxes began topple, knocking into the neighboring stacks. With a few flaps of her wings, she lifted herself into the air and away from the collapsing walls of boxes. Dust flew up in clouds from the unused lower levels. Thundering crashes echoed around the warehouse as the dominoes continued to fall. Boxes were wrenched apart, spilling smaller crates and cardboard boxes into the chaos. Walkways fell from the roof as the columns supporting them were bent far out of shape. And above it all, Eclipse hovered in place, her wings still, watching for any sign of the earth pony.

A minute passed, and the debris came to a rest. The warehouse was now a mess of collapsed boxes, with only a few stacks still standing on the far end. Eclipse was becoming impatient. She knew an avalanche of industrial and military supplies wouldn't be enough to kill Applejack. If she hadn't come out by now, she must've been planning something.

Just as Eclipse was thinking this, there was the sound of metal scraping on metal from her side. She turned her body in its direction cautiously. The entire warehouse had been a cacophony of such noises until several seconds ago, and she couldn't be sure –

Then a lasso from behind snagged Eclipse by the neck and jerked her out of the air.

Eclipse would've started a spell, or tried flapping her wings against it, but with the shock and the rope pressed into her neck, all she could manage was a panicked flail. The lasso slammed her into a box and dragged her across the surface, the torn metal gouging into her skin. She didn't even get to grunt in pain before the rope whipped her back into the air. She caught a glimpse of Applejack pulling out the bazooka again and struggled, but the earth pony jerked on the lasso with her tail, throwing her off balance yet again. Finally, she was pounded in front of Applejack and the rope was released. Eclipse looked up just in time to see the cowpony pull the trigger.

The blast flung her across the warehouse until she dented a vertical box, sliding off of it. Her head was still ringing from both the explosion and the impact when Applejack ran right up to her, sprinting like a pegasus despite wearing armor twice her weight. She swung the bazooka around, and it clanged against Eclipse's ribs harder than any club should have. She was thrown into another pile of cargo, but this time, a massive crate wobbled and collapsed on top of her, crushing her hind legs. She was now pinned against another box with only the front half of her body exposed.

Eclipse grit her teeth and looked up at Applejack, already preparing to loose a spell at her. But the earth pony was yet again right in front of her, pushing the muzzle of the shotgun against her horn.

"You wouldn't–"

She pulled the trigger. The shotgun blast shattered her horn, sending shrapnel in all directions. They bounced harmlessly off of Applejack's barding, but scratched Eclipse in several places. She was too shocked to make a sound.

"You know," Applejack said after a few long moments of silence, "I didn't think that would actually work."

The alicorn's glare through the leaking blood conveyed all of her loathing.

She went on. "I was expecting the dreaded General Eclipse to put up a bit more of a fight, not get her flank whipped by little-ol'-me."

Eclipse let out a ragged laugh. "Little-old-you? Don't downplay yourself, Element of Honesty."

Applejack paused, causing Eclipse to snort. "What, are you surprised? You're wearing it right around your neck. I'd have to be a fool not to recognize it."

"How? Last time you saw it, it jus' looked like a stone."

"I can sense the magic. Besides, I've learned a fair bit about the Elements since the ruins, though I'd still like to be able to examine them myself. It's quite fascinating, how much of its potential you've managed to unlock. Without it, you would've never stood half a chance against me. It makes wonder how much more your strength can grow. Though…" Eclipse wriggled a bit. The metal hardly squeaked. "I'm surprised. You didn't strike me as the brutal type. This hurts, you know."

"I couldn't afford to underestimate you," Applejack replied evenly. "I remember the mistake we made six years ago."

_With a grunt, _she_ wrenched the pipe out of her hind leg with her magic, letting the blood flow freely. They all blanched at the sight._

"_Twilight, you shouldn't–"_

She_ then stabbed the jagged end of the pipe into her own neck._

_Nopony could speak; Fluttershy nearly fainted. But they couldn't tear their eyes away as _she_ choked on her own blood._

_With a flash, her body was suddenly enveloped in a film of magic. The pipe was ejected with a clatter, and they could see storms of sparks converging on both her flank and her neck._

_In only a few seconds, the magic aura vanished. _She_ glared coldly at them, with nothing to show for the wounds but her blood-stained coat. "You were saying?"_

"But you can't do that without your horn, can you?" Applejack stated. Eclipse was silent.

She sat down and sighed sadly. "I just don't get it, Twi. How did this happen to you? You were a nice gal when I first met you. When _we _first met you. You were ready to stop Nightmare Moon no matter what it took, and we followed you. Heh, do you realize, none of us knew each other that well before you showed up. You brought us together. Rainbow Dash, Fluttershy, Rarity, Pinkie Pie, and me. The reason we're friends is all because of you.

"But you disappeared. Nightmare Moon took yah and hid from the world for six months. Nopony knew where. Then on the day that would've been the Winter Solstice, she suddenly showed up again. She attacked Canterlot and took over it in hardly a day. That's when the Dawn Militia was formed. They made Ponyville a fortress and waged war on Nightmare Moon. And still, nopony knew where you were. Not until another six months later."

_Alarms rang out through Ponyville as the Dawn troops who hadn't been hit by rubble rushed toward the smashed gate. They all tried to converge on her, but the soldiers of the Royal Army met them and pushed them back. _She_ never stopped walking, even in the chaos of the battle._

_Shining Armor's broken body twitched feebly in the rubble of the building, his armor burnt and dented, and his horn cracked._

_Rainbow Dash crashed to the ground, trying to remove the barbed wire wrapped around her wings. She shook, unable to even look up._

"_No…" Rarity gasped as the dagger floated up to her eye. It abruptly blurred, and a thick line of blood split her face._

_Applejack collapsed on her side, convulsing with sparks of static. As if in afterthought, _she_ turned and scorched the farmer's hat with a quick fireball._

"_Surely you've realized. The more noise that comes out of your irritating mouth, the more it will hurt." Pinkie Pie fell to the ground in silent sobs, cringing at every squeak and gasp she made._

_Fluttershy whimpered, backing away as she realized her Stare was having no effect. _She_ walked impassively up to the pegasus and blasted her into nearby wall with a surge of magic._

_With nopony left to oppose her, _she_ approached Spike. "It's time to come home, my number-one assistant."_

"What happened, Twi?" Applejack asked again. "How did she turn you into this?"

"I already gave you my reasons for following her," Eclipse replied gruffly.

"You gave me a cartload of horseapples about pain and sufferin' and chaos, how harmony and friendship were lies, and how you would show the world the truth of darkness," the cowpony shot back. "It took me a while to get it, but I didn't hear a single honest word from you that day."

The alicorn stared up at her in shock. Then her face broke into a grin. "Of course," she chuckled, "I should've known better than to try to hide something from the Element of Honesty. Like I'm doing right now."

Applejack didn't get a word out in response before something suddenly clamped onto her body and yanked her into the air. She dropped the shotgun in shock as her forelegs were pinned to her sides by a length of metal. With a loud wrenching noise, an entire sheet of metal, torn from one of the boxes, began to cocoon around her. "What in tarnation?" she gasped out with what little breath her prison allowed. She tried to stretch her legs out, but for all her strength, the magic holding the metal managed to overpower her.

"Let me tell you something about alicorns," Eclipse said as she stood up, easily shoving off the box that had been pinning her down. "We aren't just unicorns with wings, or pegasi with horns." A surge of magic rushed around her body, healing every burn, bruise, and gash. "We have traits of all three kinds of ponies. That includes earth ponies." Even the bronze cuirass was reformed to shining perfection. "As such, we can cast spells, and we can channel the magic necessary not just through our horns, but through our entire bodies." The blinding light finally converged on her head, reforming the spiraled horn. Its work done, the magic faded, leaving her bloody, but in perfect health.

Applejack cussed and grit her teeth. "Should'a known it weren't gonna be that easy."

Eclipse let out a humorless laugh. "Of course not. I'm Nightmare Moon's apprentice and an alicorn. You never stood a chance, even with that Element." She approached Applejack, beckoning the metal prison down with a groan so they could look eye-to-eye. "But for your good effort, I'll offer you a consolation prize: the truth."

Those words grabbed all of the earth pony's attention. "You're for real," she stated, looking at back at the alicorn in shock.

Eclipse nodded and turned away. She looked up. Eventually, Applejack followed her gaze. Through the hole in the warehouse's ceiling, the moon was visible. She couldn't but feel a twinge of loathing. Back when Celestia had ruled, when day and night were in balance, and she had been a simple apple farmer, she had liked the moon. It was beautiful in a serene, distant way. It lit the otherwise pitch-darkness of night. According to Granny Smith, before there were calendars, ponies had to use phases of the moon took keep track of the seasons. The sun may have been vital for her apples, but the moon was no less loved. But now…

"Pathetic, isn't it?" Eclipse suddenly said, startling Applejack.

"Huh? What is?" she asked, blinking away her confusion.

"All of it." The alicorn gestured vaguely at the sky. "The moon, the stars, the entire night is just pathetic. Astronomy used to be my favorite subject, you know. I could spend hours gazing at the constellations, watching meteors, and mapping out the moon. Now, it's all so still. So fake. So… soulless. You're lucky it moves at all. Nightmare Moon tried keeping it in the same position in the sky permanently. It took months to convince her the world depended on the cycle of _something_ in the sky."

Applejack blinked as the words registered in her head. "Now wait just a darn minute! You're sayin' _you_ got Nightmare Moon to make the moon set and rise?"

"Between the hours of physical and psychological torture, yes. One of us has to have some sense," Eclipse scoffed. "She's mad. You think she's a terrible ruler? Spend a few months straight under her command, and you'll see how despicable she really is. I also had to get her to make the moon large enough to give sufficient light for getting anything done. In other words, it's a replacement sun now." She shook her head derisively. "I despise it all. Nightmare Moon, her rule, and this eternal night."

"So why do you follow her?"

Eclipse turned to bound earth pony, the blood on her face clear in the moonlight. "Power. I need her to trust me enough to continue feeding me alicorn magic and increasing my power. As long as she's convinced that I'm a bitter shell too weak to break free from her dominion, she's content to give me the strength I ask for. Once I'm strong enough, I shall overthrow Nightmare Moon myself. That's why I continue carrying out her orders. That's why I attacked Ponyville. All that pain and suffering nonsense, attacking you girls, that was just an act I put on for Nightmare Moon. Sorry about the hat, by the way."

"That's it?" Applejack asked gruffly. "You're runnin' around supportin' her tyranny jus' so you can replace her?"

"Is there a problem?"

"Y'all killed and tortured hundreds of innocent ponies!" she shouted loudly. "If that ain't a problem, I don't know what it is!"

Eclipse's expression went cold. "How naïve. We all have to make sacrifices in this war."

"It ain't a sacrifice they're making!" Applejack was spitting in anger now. "You're the one sacrificin' them when you've got no right to!"

"Nevertheless," the alicorn shrugged impassively. "It will be worth it in the end. You can't honestly believe the lives of a thousand ponies outweigh the sun and the well-being of hundreds of millions?"

"Don't you use your fancy mathematics to muddy the issue! You're killin' good ponies, and that's that!"

"I do what I have to!" Eclipse snapped at her.

"Consarn it, Twilight! You _shouldn't_ have to!" Applejack cried, more enraged than she'd been in years. "You should be with the Dawn Militia, helpin' ponies! Not hurtin' them! We have the Elements of Harmony! That's all the power you should need to stop Nightmare Moon! You don't have to do all of this!"

"Fool. Do you plan on marching up to the Royal Palace, knocking on her door, and blasting her when she answers?" Eclipse shook her head at the cowpony. "It's impossible for you to reach her, even if you were to bring your entire army to Canterlot. I, on the other hoof, am her second-in-command. It would be a much more simple matter for me to backstab her." She paused, tilting her head. "Actually…" She clapped her front hooves together. "That is a _fantastic_ idea!"

Applejack was taken aback by the sudden burst of cheer. "What is?" she asked cautiously.

Eclipse whirled around into her face. "An alliance! I could offer you and the other Elements of Harmony a perfect opportunity to attack Nightmare Moon directly! Imagine, Applejack! An end to this war! It's just like your rebellion's mantra! To end the Nightmare, and bring back the sun! I can give you that chance, Applejack. I could give you all that chance."

Her thoughts rushed furiously. This opportunity was perfect! It was too good to be true! Yet, Twilight definitely wasn't lying. No matter how much she focused with her Element, she could sense no deceit in the alicorn's words. Almost… Then Applejack's sensible side took over and rounded up the tide of optimism. "And what's the catch?"

Eclipse's look of joy evaporated from her bloodied face in an instant. "Of course, there just _has_ to be a catch," she muttered, rolling her eyes. "My condition is that once you defeat Nightmare Moon, you make me your new queen."

"Hay no," Applejack immediately replied.

"I knew you wouldn't like it," she grumbled. "What's wrong with me ruling? Isn't it natural? Twilight, the barrier between day and night, and the ruler of both. Poetic, wouldn't you agree?"

"You're rotten, Twi," the cowpony told her, shaking her head pityingly. "You're an old friend, you'd make a great ally, but we can't trust you with Equestria. Not after everythin' you've done."

Eclipse scoffed. "Oh, and Nightmare Moon is so much more preferable. I'm fairly certain I could do a much better job with Equestria than she has. Or, say, _Celestia_." She spat out the last word with enough venom to kill a hydra.

"Now wait a sec," Applejack said, squinting at her. "Jus' what was wrong with Celestia's rule?"

"Oh, nothing," the alicorn shrugged. "Except maybe for that time when she _completely screwed over Equestria in one move?"_

Applejack shrunk back as far as her metal prison allowed. All descriptions of Eclipse over the years had labeled her as distant and aloof to the extent that her apparent lack of emotion was a source of many rumors. Some claimed that she had long since torn apart her soul in a dark ritual, while others believed her to be an artificial construct. When Applejack met her, the rumors seemed exaggerated, but understandable. She was cold and condescending, except for brief moments of shock or anger. Then suddenly, Twilight was spitting out more emotion than one of Rarity's old drama novels. Was she crazy? Maybe becoming an alicorn was messing with her head? That seemed mighty likely. Or maybe it was a side effect of bottling up her feelings up for so long?

She shoved those thoughts aside for later. "What are y'all talkin' about?" she growled. "Celestia never let Equestria down while she was in charge."

"Then explain that!" Eclipse snarled, pointing at the moon.

Applejack followed her hoof and raised a brow. "Are you goin' soft in the head, Twi? That's Nightmare's doin'. Not Celestia's."

"Hah!" she laughed bitterly. "And whose fault is it that she got into charge in the first place?"

"What are you gettin' at?" The cowpony glared intently at her.

"Fool." Eclipse started pacing, and Applejack's head turned to watch her. "Nightmare Moon's body had been trapped in stasis on the moon for a thousand years. When she was released, she was weak and exhausted – as if her last battle had been a minute ago rather than a millennium. Celestia, meanwhile, was at full strength, and she had only grown in power in those one thousand years. She didn't even need the Elements! When the two came to blows, Celestia would've won, Nightmare Moon would've been killed, and we would've gone on with our lives and lived happily ever after.

"But she didn't!" Applejack cringed as a short plume of flame erupted from the alicorn's mane. "Do you know what she did when Nightmare Moon challenged her? _Nothing!_ She wouldn't raise a hoof against her ancient enemy! No, she folded over and let Nightmare Moon do to her what Celestia had done to her a thousand years ago!"

Applejack inhaled sharply. Eclipse whirled on her. "You heard me right. Celestia's been banished with the sun. The only way you're getting either back is over Nightmare Moon's dead body. She can't help your rebellion now." She turned away, and Applejack had to strain to hear her next words. "She can't help anypony now."

"…But that jus' doesn't make any sense," the earth pony eventually said. "Why would she let Nightmare Moon take over Equestria like that?"

"Because she had a back-up plan – a pawn to do her dirty work: me." Eclipse's voice had now lost all of its anger, leaving nothing but bitterness. "She knew that I, her most faithful student, had discovered about Nightmare Moon's imminent release and the Elements of Harmony, so she sent me to the little neighboring town of Ponyville with a mission: make some friends." She smiled humorlessly. "It was going so well, too. I had achieved a bond with five ponies who each embodied an Element, and despite the obstacles Nightmare Moon threw at us, we reached the Elements themselves. Pah, she couldn't do more than create illusions or give bad shaves–we could've finished her easily!

"If Nightmare Moon hadn't stolen them away from me at that instant, everything could've been different."

Applejack was silent. She had too recognized that small moment where victory was in their grasp, only to be snatched away. But where she and the other four had each other to draw strength from, Twilight – alone and stuck with Nightmare Moon – had been driven mad by the proverbial slight of fate. Now that Applejack thought about it like that, the former uniorn's changes were suddenly not so surprising.

Eclipse's anger abruptly flared back up in all of its ferocity. "And so Celestia's little gambit failed! She could've ended it herself! She could've killed Nightmare Moon before any of this happened! But no! She bet all of Equestria on a stupid little recluse and five ponies she'd never met, and lost everything!" She thrust her face into Applejack's, bringing an uncomfortably warm wave of heat with her. "Do you understand, now? Why I despise the very mention of her name? I trusted her with my life, and she rewarded me by abandoning Equestria and dumping _her_ duties onto _me_! Then so be it!" Applejack was suddenly aware that Eclipse's mind had gone elsewhere. "I'll fix your mistakes without you! Do you hear me?" she roared, her mane glowing with heat. "I'll rule Equestria myself, and I'll rule it better than you could ever hope to, damn you!"

Her voice echoed across the warehouse. She stood there for a while, gritting her teeth in maddened determination, panting visible puffs of steam. The dried blood on her face and side showed clearly on her dark coat in the bright moonlight. Suddenly, her eyes refocused on Applejack and widened, as if she had forgotten the earth pony was there. Actually, that may not have been far off the mark.

The heat around her body dissipated, and her glowing mane dimmed. "I'm sorry," she quickly said, looking away. "It has been a while since my emotions have rebelled like that."

Silence reined for a few seconds as Applejack quietly reflected on her rant. "Why are you tellin' me all this?" she eventually asked.

"You were my friend once," Eclipse neutrally answered. "I still consider you a friend, in fact. I just felt you deserved some answers."

Applejack wasn't sure how to respond to that, so she didn't. "B- But," she finally made out, "ain't that risky? Jus' tellin' your plan to overthrow the queen yourself out loud?"

"What, are you going to tattle on me to her?" the alicorn scoffed. "Besides, I already put up a muffle barrier and some detection spells. If anypony got past the barrier and heard anything said in here, I would know."

More silence. Applejack wriggled uncomfortably. "So…" she said, getting Eclipse's attention. "Mind lettin' me out? I need to stretch my legs a bit, y'know?"

"Why would I?"

"Eh?" she blurted, surprised by the blunt answer. "Well, you were jus' sayin' we were still friends an' all that, weren't you?"

"Yes, but Nightmare Moon would undoubtably take issue were I to simply let one of the Elements of Harmony walk away before me," Eclipse shrugged apologetically. Her horn glowed, and with a loud wrench of metal, the cocoon Applejack was wrapped in was torn into the air. "I still have to act the part. Subservient chief minion, remember?" Eclipse floated her through the air and began to pick her own way through the wreckage of the warehouse to the gate. "I'll just leave you with the guards and see if there are any rebels left. You'd better have some escape plan in place before I get back."

"Alrighty, then," Applejack abruptly said. "Escape plan in three seconds!"

Eclipse blinked and began looking about warily. Three seconds later, a giant snake burst from the debris and hissed into her face, only to be blasted apart by the supercharged lance of lightning she sent at it. Its remains quickly dissolved out of existence, and her eye twitched. Then the ground started hissing. She leapt into the air, still carrying Applejack, and fired a rapid barrage of magic missiles at the snakes covering the ground. By the time the dust settled, nothing remained but torn scrap metal.

Eclipse grit her teeth. "I see Spike had spilled some secrets," she growled loudly, looking around the warehouse. Her detection spells had caught a pony teleporting in, but they couldn't tell her where the intruder was at the moment. She focused on her horn, casting a spell that would search for any other active spells. The first thing she sensed was an invisibility spell right above her.

A vertical metal beam suddenly appeared in the air and shot down, impaling Eclipse through her back and slamming her into the ground. The moment she hit it, a thick cloud formed around her, hiding the alicorn from sight completely. Applejack and her prison, meanwhile, were now falling without any magic to suspend them – until another aura appeared, holding the metal cocoon in place. Without Eclipse's magic reinforcement, the walls were now weak enough for her to shove off herself. She jumped out, revelling in the return of the feeling in her legs, and landed smoothly while the remains of the prison crashed behind her.

"Thank y'all kindly," Applejack grinned at the unicorn. By now, the mist had coalesced into a thick layer of ice encasing Eclipse.

"Anytime," Trixie smirked, facing the frozen alicorn. "Now, General Eclipse…" Her cape and hat fluttered theatrically a she reared up, stretching out her forelegs in a striking gesture. "It is time for you to witness the might of the Great and Powerful Trixie!" The tiara fitted around her hat gleamed brilliantly, and a great orb of arcane energy began to form above her head.

Suddenly, a beam shot out from the ice, piercing the orb, causing it to collapse on itself violently. The resulting surge blasted both Trixie and Applejack off of their hooves. Meanwhile, the ice surrounding Eclipse began to crack and shift. The metal shaft sticking through it was shoved out, splattering blood as it clattered away. Not long after, Eclipse, covered in even more blood, climbed out of the ice and stepped down in front of it as the two ponies recovered.

"The showmare," she dead-panned. "Of course you'd show up. Is Rainbow Dash hiding somewhere too? No wait, it's Pinkie Pie, isn't it? Hay, make it all of the Elements and be done with it."

"Oh, is the mighty General Eclipse upset that events are not going as planned?" the unicorn chortled.

Eclipse let out a frustrated breath. "You helped the other rebels escape while I was busy with Applejack, didn't you? Nightmare Moon won't be happy." She casually raised a magic barrier, blocking the fireball Trixie had shot at her. Eclipse then telekinetically hefted several scraps of metal into the air and launched them at the unicorn. Trixie deflected all of them, but Eclipse then immediately fired a massive crate at her at three times the speed of the others.

Then a lasso looped around it in a blink, whipped it around, and shot it straight back at the alicorn. "Careful, Trix," Applejack said Eclipse shunted the crate aside with her magic. Before Trixie could respond, a mass of ice smashed into Applejack, knocking her into the air.

"No!" Trixie shouted, preparing to cast a spell to assist her, but she suddenly sensed Eclipse appearing behind her. She quickly formed a spherical barrier before a concussive force slammed into her, sending the bubble rolling away. Trixie, meanwhile, stayed upright within the barrier as it bounced about the wreckage, allowing her to absorb the situation. The ice that had hit Applejack seemed to have been enchanted to take Eclipse's form and fight the earth pony. It couldn't cast spells, but the golem was swift and strong enough to keep Applejack occupied.

Refocusing on Eclipse, Trixie dropped the barrier and cast a spell, swiftly creating a massive smokescreen much larger than her old smoke bombs could've managed. Now that she had cover, she set to work preparing a much greater spell.

"So, Great and Powerful Trixie…" Eclipse's sarcasm carried well despite the smoke. "I see Spike told you a few things about me, such as my ophidiophobia." Trixie silently rolled her eyes. Spike had been right about a few things: Eclipse was _such_ an egghead at heart. "However, he has told me a few things about you. He's well by the way. I have to keep him chained up to keep him from getting ideas, but he's otherwise quite comfortable in my quarters." Trixie grit her teeth, suppressing the urge to attack in fury.

"He told me about how you first came across Ponyville – as a travelling showmare, seeking to raise morale in the first few confusing months of the eternal night. Quite noble, except for the bit where you heavily exaggerated your own abilities and publicly humiliated hecklers to make yourself look better. That could've been handled better." Eclipse's voice was getting close, so Trixie silently crept away, still focusing on her spell. "And so you came to Ponyville. It started out as the standard routine: brag, hecklers call foul, claim to have defeated an ursa major, beat said hecklers at their own games. The usual fare. Then the ursa minor showed up."

Trixie tried to block out Eclipse's voice, screwing her eyes shut as she filled out the framework of the spell. "It wasn't your fault, of course. How were you supposed to know those two colts would be stupid enough to go and try to bring back an ursa major? I'm sure nopony blames you for all the destruction it caused. You couldn't stop it; you were only a simple showmare. Who would expect the weak and pathetic Trixie to be able to protect Ponyville from a rampaging celestial beast?"

She could almost see Eclipse's mocking smile in her mind. Not much longer now – the last few details of the spell were already coming together… "And so half the town was crushed before you could pick yourself up and round up some other ponies – ironically, your hecklers – to lure the ursa minor away from Ponyville. Oh, how I would've loved to see your faces when its _mommy_ showed up! Sure, all it did was pick up its cub and return to its den, but that moment of realization that you've only been dealing with an ursa minor? It would've been priceless. Oh, poor Great and Powerful Trixie, brought from glory to ruin in the span of an hour. But it wasn't your fault. Nopony could blame you."

"SHUT UP!" Trixie finally unleashed her spell. A gust blew the smoke away and with ghostly clanks, series of pink spectral chains appeared out of nowhere and entrapped Eclipse, wrapping around her horn, her wings, her legs, and the rest of her body. With no small bit of satisfaction, Trixie tugged a chain around the bloody alicorn's snout particularly hard.

"Yes, Trixie was weak! She was pathetic! She was an attention-seeking, powerless imbecile!" A spiraling disk of light appeared underneath Eclipse, who didn't even try to struggle against the chains seemingly anchoring her to mid-air. "Don't you tell Trixie it wasn't her fault Ponyville was almost destroyed! She should've known better than to be such an arrogant fool in the first place! She let her pride get the best of her, and an innocent town paid the price!" Four pale columns slowly emerged from the portal, surrounding Eclipse.

"So she changed! Trixie devoted herself to studies and practice! She made friends! She gained the Element of Magic! Trixie _became_ Great and Powerful! And now I, the Great and Powerful Trixie, shall do my part! To end the Nightmare and bring back the Sun!" The ends of the chains, previously hanging in midair, all latched themselves to the four pillars. As soon as they were secured, the columns and the chains began to sink back into the portal, forcing Eclipse down as well.

Trixie's horn glowed brilliantly from under her hat, along with the intricate wand-shaped gem embedded in the tiara. The prison kept sinking without a hitch, but Eclipse's eyes were still visible – mocking her. Trixie grit her teeth and focused harder. Finally, the chained alicorn was out of sight, and the portal began to shrink. Yet, Trixie refused to release the magic until she saw the portal shut off completely.

There was a moment of silence. She blinked as she realized what just happened. She, the Great and Powerful Trixie, had just imprisoned the dreaded General Eclipse! For a moment, she felt like her chest had swelled up so much that she could balloon off at any moment.

"Impressive."

And then the moment ended.

Trixie teleported away just in time to avoid the massive blade swung down at her. "A fifth-tier arcane binding utilizing an extra-dimensional pocket," Eclipse went on, levitating four enormous spectral swords, each the size of pony. "When I was still a unicorn, I would've been hard-pressed to do that without any prepared gemstones or circles. The Element of Magic must be more powerful than I thought." Two of the swords shot through the air at Trixie, who teleported out of the way again.

"H– How did you escape?" she gasped out, shaking as the alicorn approached her.

"A magician never tells her secrets," Eclipse smirked humorlessly. "Though I'm not that sort of magician, am I?" She swung one of the silver swords in front of her, launching a wave of fire. Trixie quickly threw up a barrier to deflect it. "For all of your talk of improving in the last seven years, you still let your insecurities get the best of you." The rest of the blades blurred, and storm of fiery shockwaves flew at Trixie's shield. "Your little tirade kept you from noticing a few holes you left in your prison. It was easy picking those gaps and teleporting out once I was out of sight."

Trixie struggled to hold her barrier against the constant barrage of fire. "Pitiful, really. You may have multiplied in power over time, but you're still just talk," Eclipse continued. "You're no closer to beating me than you were six years ago."

"…_And just who are you?"_

"_I am the Great and Powerful Trixie! And if you wish to hurt Trixie's friends, you'll have to go through her first!"_

"_No!" _She_ turned away from the dragon's barely conscious form, looking at the speaker. "Get away from Spike!"_

"_What, you're still moving?" _She _deadpanned._

_Trixie panted as the ground stopped rippling. She kept her eyes glued to a certain spot, looking for any sign that _she _was trying to escape. Then it glowed. The ground began to bulge as it emitted a molten red light. Trixie backed away as the earth was ripped open, and _she_ emerged like a demon crawling out of the underworld. Fire transformed her as _she_ floated into the air…_

Trixie finally dropped the shield and teleported away, letting barrage annihilate the box she had been standing on. Eclipse turned away from the conflagration and faced Trixie once more. "Still running? What, upset that events aren't going as planned?" Trixie gulped and, drawing in some magic, sent a thunderbolt at the alicorn. Eclipse simply raised a single blade, which absorbed it with a crackle of static. "Pitiful," she sighed again, flicking the sword and breaking off the lightning. "Some replacement you are."

Trixie froze. "What was that?"

"Do I have to repeat myself?" Eclipse tisked. "You're a pitiful excuse for a replacement."

"What do you mean by 'replacement'?" the unicorn growled.

"Mine, of course."

"And how exactly am I your replacement?" she practically screeched. "I'm nothing like you!"

"Oh, really now. You don't see?" Eclipse shook her head. "Very well, let's review. I was a skilled magic student who had originally been sent to Ponyville to reside in the library with my dragon assistant Spike, befriend the bearers of the other five Elements and ultimately bear the Element of Magic myself. You, meanwhile, temporarily resided in the Ponyville library with Spike, studying magic, and befriended the bearers of the other Elements, ultimately coming to bear the Element of Magic yourself." She suddenly swung all four blades down on Trixie, who teleported yet again.

"You're just here to fill the role I might've if events had gone differently," Eclipse continued, tugging the blades out of the ground. "And as I said, you're quite a pathetic replacement. You're a failure of a showmare ridden with guilt over an event seven years ago that was out of your control, _and_ you're filled with the constant need to feed your ego to make up for your inferiority complex. You'll never reach your potential." The swords flew out into a circle around the unicorn, all pointing inwards. "I should just put you out of your misery." Trixie could only sit in place and shake, watching the arcane blades spin around her.

Then suddenly, a projectile rocketed into Eclipse's face, engulfing her in an explosion.

"You shut yer damn mouth, Twilight Sparkle!" Applejack roared, running towards Trixie. Swapping the bazooka for her shotgun, she blasted each of the blades, causing them to shatter and vanish. Trixie just gaped at her. "C'mon, Trix! Snap out of it!" Applejack shouted, grabbing the unicorn by the shoulders and shaking violently.

"Wh- What? But I–"

"No buts, Trix! You're nopony's replacement, you hear me? You're the Element of Magic! Twilight never was! You're the Great and Powerful Trixie! You're a hero of the Dawn Militia, and most importantly, you're my friend! We're all your friends, Trix, no matter what happens!"

She stared at the earth pony, her mouth still gaping. "…Applejack…"

"How touching." The regenerative magic around Eclipse's head was already fading. "However, touching words aren't going to stop Nightmare Moon, so I hope you've got more than that in your arsenal." Her horn glowed, and a small disk of light appeared in the air in front of her. Applejack let out a snarl and whipped out her bazooka again, reloading it and taking aim.

"Wait–" Trixie mumbled weakly.

Applejack realized her mistake only after she pulled the trigger. The glowing disk was another portal, and the rocket-propelled grenade shot right into it. She looked up just in time to see the projectile exit another portal right above her head. She would've jumped away, but Trixie was still there…

"NO!" A magic aura suddenly seized the the explosive and sent it back at Eclipse. "Trixie won't let you hurt her friend!" Trixie roared. It split into six identical projectiles, which all curved around the portal at the alicorn. Eclipse barely had enough time to raise a barrier before they collided and exploded at the same time. She instantly dropped it and blew away the smoke with a flap of her wings, only to see three Trixies charging at her. Two of them ran around to flank her while the one in front fired a gale of freezing wind.

Eclipse simply leapt over it, letting it coat the surface she had been standing on in frost. From midair, she quickly fired a barrage of magic missiles at the unicorn, who faded into nothing as soon as they connected. The frost created by the fake's spell disappeared as well, showing it to be no more than an illusion.

Eclipse turned from the fake and jerked away just in time to avoid a lightning bolt from another Trixie. This one's horn began to glow furiously, and an entire storm of arcing electricity began to expand from it. Meanwhile, the last copy started hurling a series of fireballs into the air at the alicorn. In turn, Eclipse winked out of the air, reappeared right behind the lightning-shooting copy, and blasted it with a concussive force. It vanished as well, leaving the last Trixie, who conjured a ring of fire around herself and ran away.

"Still running?" Eclipse sneered, giving chase. She flapped into the air and sped towards the unicorn, who sent a barrage of miniature embers at her from the ring of fire. A light shield was plenty to keep them from singing Eclipse's underside. "Fireworks and parlor tricks! Try harder, showmare!" she spat, conjuring a single arcane lance. She hurled it, impaling the fleeing pony bloodlessly. Trixie was pinned to the ground by the spear, and the ring of fire flickered out of existence.

With a final flap of her wings, Eclipse settled next to the groaning unicorn. "Finally out of tricks? Or is the show still on?"

Trixie suddenly grinned. "Trixie is afraid to inform you that her performance is over," she giggled, vanishing like mist.

* * *

><p>She sat back from the small glowing topaz with a sigh, letting her horn and tiara cease glowing.<p>

"You alright there, Trix?" Applejack asked.

"Yes, Trixie is fine," she muttered with a wave of her hoof. "Long-distance spells are just – much more exhausting than the more common variety. Illusions are no different."

"Alright, you can rest a moment. We're safe here. For now."

The two sat in the cave in silence, breathing heavily in the light of a small magic lantern – Trixie recovering from the illusions and teleportation, and Applejack still worn out by the fight the ice golem had put up. The metal plates of her barding were scratched and battered. Deep slices split the armor in two places, letting blood leak from her side and hind leg. She started tugging on straps, removing the armor one piece at a time.

Trixie watched silently. She would've helped, but the barding was resilient to magic manipulation. It had to be, or else any competent unicorn could basically strip Applejack mid-battle.

"Somethin' on yer mind, Sugarcube?"

Trixie jerked at the question, and looked down. "I just…" Her hair slipped over her eyes as she trailed off.

Applejack frowned. "Go on," she nodded. "Jus' let it all out."

Trixie shifted on her hooves. She telekinetically retrieved a bottle and a roll of bandages from the earth pony's saddlebags. "…Why do you still call her Twilight?" she eventually asked, tending to Applejack's leg wound first.

The former apple farmer let out a sigh. "Do y'all really think yer jus' a replacement for her?" She was only met with silence as Trixie poured some alcohol on the cut, causing her to wince slightly. "How long have you been thinkin' like this?"

"…Ever since Ponyville."

Applejack gave her a long look. "…I didn't know Twilight for that long. I only got to spend a day with her. But it were long enough for me to know she was a good gal. She was brave, she was smart, and doggonit, she could take charge of things. There wasn't nothin' fake about her back then. I call her Twilight 'cuz I know no matter what she does, that Twilight from seven years ago, my friend, will still be in there.

"But you can't compare yourself to her, Trix." Applejack shifted so Trixie could reach her side wound. "You can be arrogant at times, and maybe a bit stubborn…"

"This is coming from you?"

She chuckled. "At least it ain't Rainbow Dash. But there's a charm in all that. You inspire ponies. When you really set your mind to somethin', you don't let yerself stop, and you're always ready to throw yourself inta trouble helpin' us out. You'll always be our friend, and if I had my way, Twilight would be too. You ain't nopony's replacement, and don't you ever think otherwise."

Trixie sat in silence, finishing up the bandaging with a small knot. As soon as she was done, Applejack got up and pulled her into a hug. Trixie squeezed back fiercely for a brief moment, then pulled away. "Trixie is thankful for your words, Applejack," she said, turning back to the gemstone. "She feels somewhat better now."

"Glad to hear it, Sugarcube."

Trixie removed her hat and lowered her horn to the topaz on the ground. "What are you up to?" Applejack asked, craning her neck to see better.

"Trixie is checking for the other scrying gem," she answered, her horn starting to glow. "Eclipse has most likely left by now, so it should be safe to teleport the other end back here." She closed her eyes and touched the gemstone.

**Dropped something, showmare?**

Trixie gasped and pulled away, but the topaz remained attached to her horn.

**Too easy. As soon as I realized those copies were all illusions, I knew you had to have already teleported away from me and my soldiers. So to keep up the illusions, you had to have some scrying device in place to see what you were doing. Locating it didn't take too long after that.**

She tried to shove the gem off with her hooves. "Trix, what's wrong?" Applejack asked, disturbed. Trixie opened her mouth, but her body suddenly began to convulse wildly.

**You've just given me a direct line to your brain, fool. Your body is literally my plaything, or at least it will be until the scrying enchantment wears off. **

She collapsed to the cave floor, while Applejack jumped up and tried to pull off the gem herself. Trixie screamed out in pain as if her very horn was being wrenched off.

**I could still permanently cut off your sight or hearing from here. A touch of dark magic, a snip, and you'll be blind for life. Or would you prefer deafness?**

Applejack went for another approach and raised a hoof to smash the gemstone, but Trixie was writhing too much for her to get a clear shot at it.

**Don't let your guard down next time, showmare**.

As abruptly as it appeared, Eclipse's voice vanished, and Trixie's body stopped convulsing. Applejack's metal-shod hoof came down and cracked the gemstone. She raised it for another stomp, but Trixie waved her off, pulling herself back onto her own legs. The topaz rolled away from her horn and tumbled to a stop, glowing weakly. Next to it was another identical, but undamaged, topaz – the other end of the scrying gem.

"Trix?" Applejack asked, her eyes wide. "What just happened?"

She took a few deep breaths, forcing herself to calm down. "I think– I think Eclipse just spared me."

The earth pony blinked. "She did? Wait, how can you be sure? Was she talkin' to you?"

Trixie nodded, taking a few more breaths. "She told me… to be more careful next time."

Applejack looked down, considering this. "You said that you had questions for Eclipse," Trixie stated, looking at her. "Did you get any answers?"

"…Yeah." She looked up. "For one, she ain't all gone over. She wants Nightmare gone as much as we do. Jus' about everythin' she does is one big act to gain her trust."

"Everything? An act?"

"She weren't lying when she told me, that's for sure."

Trixie blinked. "…And she calls _me_ a showmare," she grumbled after a long moment.

Applejack let out a light chuckle. "She's got plenty of ponies fooled, that's for sure." She suddenly frowned. "I just don't get it. Sometimes, it's like she's tryin' to help us out, and other times, she's jus' beatin' us down. If she really wanted to help, she'd be with the Militia. We should be workin' together to defeat Nightmare Moon, not fighting each other."

The unicorn sighed. "…It's like you said, Applejack. She has her audience fooled. But it's not just Nightmare Moon she's performing for. All of Equestria's her audience, even us, and we can only wonder what her next act is going to be."

"Trixie? 'sthat you?" a new voice called out.

"Apple Bloom!" Applejack jumped to her hooves and ran out the cave exit.

"Sis! You're alright!"

"'Course I am. I promised, didn't I?"

Trixie shook her head, following Applejack out the cave. They could wonder about Eclipse–Twilight–later. Right now, the Dawn needed them.

* * *

><p>Eclipse spent the next half-hour having what soldiers were left find any important documents or items left behind by the rebels and their injured comrades. Trixie, for all her faults, was certainly adept when dealing with cannon fodder. Eclipse hadn't brought a single medic on the mission, not anticipating any real combat, so she was forced to utilize what little active healing magic she knew to bring several soldiers away from the brink of death. Nevertheless, she reached a few too late. The few soldiers who died in battle or before Eclipse could heal them in time were simply incinerated cleanly and without ceremony. Once that business was finished, she gathered the troops and created another portal. She lead the soldiers who could walk through into the city of Canterlot. On reaching the other side, near the barrack's medical ward, she quickly gave them the obvious orders and teleported to the Royal Palace alone.<p>

Her appearance startled all the ponies she passed in the main hall–she had never cleaned up her bloody coat, nor had she ever revealed her wings in public before–but she ignored them, quickly trotting through the halls toward her first destination, the baths.

* * *

><p>"General Eclipse! You took longer than I expected!"<p>

Eclipse opened her eyes with a low groan. And the massage had been going _so_ well, too.

There, with a pair of hoofmaids trailing her, was Nightmare Moon herself, in all of her glory. She had shed the night-blue helmet years ago, which Eclipse thought was a pity – she was easier to hate with it. The thin, sparkling silks she now wore instead accentuated her unworldly beauty, enchanting many of the common ponies whenever they saw her. Not that they got the chance that often. Nightmare Moon would much rather drown herself in the luxuries provided by the palace than set hoof outside.

"In fact, I was also expecting you to report to me immediately upon your return," the queen said, frowning lightly.

Eclipse shrugged, interrupting the two ponies rubbing her back. They quickly returned to rubbing under her wings. "I felt I deserved a bit of relaxation after that ordeal."

"Ordeal? I was under the impression you would enjoy clearing out that rats' nest."

Eclipse shot her an annoyed glare. "Don't confuse me for yourself, your majesty," she grumbled.

"Oh, General," Nightmare Moon tisked, shaking her head in pity. "How can you not relish that moment of panic when they realized that there was no escape? The terror? The hopelessness?"

To their credit, the massagers, and all of the other attendants present in the room, hardly flinched at these words. Well, except for a young unicorn filling the mud bath. She must've been new. Eclipse, meanwhile, scoffed. "If I wanted panic, I'd go knock over a building downtown. Much less planning necessary."

Nightmare Moon sighed. "One of these days, you will understand that the more work you put into you preparation, the greater the payoff." Because you do so much work yourself. Your majesty. She didn't say that out loud, of course. She needed the greater alicorn in a good mood for the next part. "So what of your report? How many of the Dawn scum have you captured?"

"None."

Nightmare Moon was momentarily stunned by the flat reply. "Oh, complete slaughter?" she asked, brightening up. "Wonderful! We'll make a proper general out of you yet." The ponies at Eclipse's back winced, but recovered quickly.

"No casualties either," she stated impassively.

Silence.

"Excuse me?" Nghtmare asked, leaning in towards her.

"No casualties. Enemy casualties, anyways."

Now the queen was really speechless. Eclipse smiled internally, savoring the ruler's dumbfounded expression. That was the moment she had been waiting for.

"…So, the intelligence was false?" Nightmare Moon eventually asked, speaking slowly.

"No, there was definitely a Dawn base there," she replied in the same apathetic tone.

"Then it had already been abandoned."

"They didn't start evacuating until after I arrived in Manehattan."

"Then WHAT?" the queen screeched. "What could possibly prevent you, my very own lieutenant, an alicorn, from crushing a measly nest of rebels?

"Two Elements of Harmony."

And for the third time, Nightmare Moon was rendered speechless. Eclipse decided that she was really enjoying this.

Then a shockwave of magic threw everypony in the chamber off their hooves. The table Eclipse was resting on was flipped over, sending her sprawling into the mud bath.

"LIES!" the queen roared, her voice reverberating through the room. She telekinetically yanked Eclipse out of the mud and into her face. "TELL ME THE TRUTH!"

There was a sudden sobbing from one end of the room. The new unicorn couldn't take it and had burst into tears under the pressure, even if it wasn't directed at her. Of course, now she had just made herself a target. Eclipse wondered who let her in here in the first place.

"Quiet, you!" Nightmare spat. "Guards! Throw her into the dungeons!" Immediately, two armored ponies came in through the doors, roughly grabbed the crying mare, and dragged her out. The other servants could only watch painfully as she wailed and ineffectively pulled at the linoleum tiles until the doors were shut behind her.

"Congratulations," Eclipse grumbled, still floating in midair and dripping mud. "That's the fourth one you'll have to replace this month. You're getting closer to your high score."

"Silence!" She slammed Eclipse into the ground and suddenly lashed out at her, using a tendril of her immaterial "hair" as a whip. "Don't change the subject! Tell me what happened!"

"I'm telling the truth," she replied, not even wincing. "Two mares, wielding the Elements of Honesty and Magic, managed to prevent me and my soldiers from capturing any of the rebels. You ought to recognize their names: 'One-Mare Army' Applejack and the Great and Powerful Trixie."

"That's impossible," the dark alicorn growled dangerously. "I destroyed the Elements seven years ago. Their power is _gone_."

"Clearly, you didn't destroy them hard enough."

"Don't you talk back to me!" Nightmare Moon shouted, whipping her again.

"How else do you think those ponies became so powerful in the first place?" she responded, hardly acknowledging the lashing. "It's safe to assume that the other four major players of the Dawn wield the other four Elements."

The queen stood in silence, quaking minutely. Eclipse went on. "You know that the Elements are more powerful when they're together. Just one of them wiped out a company of solders while another stalled me. Two of them together might've possessed a challenge had they not ran away mid-fight. So I wonder…" She grinned at her queen. "What could all six do if gathered? Defeat you?"

Nightmare Moon still didn't say a single word, shaking slightly more violently. Suddenly, as if something snapped, she yanked Eclipse back into the air and filled the air with glowing needles of indigo magic.

One needle fired straight through the general's body, coming out the other side with a spray of blood. Eclipse's grin didn't waver. Another needle shot through her, and then another, and then two more, and then five more, until a constant stream of needles were piercing her from all directions. She grit her teeth, but her mocking smile was never fully diminished by her grimace of pain. Nightmare Moon only conjured more of the needles in response.

Minutes later, the servants stood against the walls, cowering from the blood-splattered pair of alicorns. A wave of regenerative magic was already washing over Eclipse as Nightmare dropped her and turned away. "This talk isn't over," she hissed, stomping out of the room. The two hoofmaids that had followed her in quickly scrambled after her as she shoved through the doors, which shut with a resounding _bang_.

Eclipse lay down in her own blood for a few moments, letting the last of the magic piece her mangled insides back together. She suddenly stood up. "So, shall we return to the massage?" she asked brightly.

The various servants, still shaking, frantically looked at each other, the toppled bottles and furniture, and the mud and blood spilled across the floor. Eclipse sighed. "Fine. Somepony get another team to prepare a new room."

* * *

><p>"<em>Twilight! I can't believe it! It really<em> is_ you!"_

_Shining Amor shouted for Spike to stop, but he dodged around the stallion, throwing himself at her for a hug._

"_Hello again, Spike. I've missed you too." _She_ wrapped a hoof around him, smiling. _She_ was the same as he remembered. Sure, her colors were off, and _she_ was covered in unfamiliar scents, but under all that, it was _her_!_

"_When Rarity and the others came back without you, I thought– I thought I'd never see you again!" he started to tear up, but he didn't care. "I'm just so glad you're okay!"_

"_It's alright, Spike. Everything will be alright now."_

"_Spike," Shining Armor began, "Get back. This isn't–"_

"_Shut up. I didn't say you could talk."_

"…_Twilight?" Spike looked up. He didn't recognize that coldness._

"_And by the way, my name isn't Twilight Sparkle anymore, it's Eclipse."_

"_W-What?"_

"_Nightmare Moon's reign shall be one of eternal night. Her lieutenant can't very well be named after the boundary between day and night, wouldn't you agree?"_

"_No wait! You're kidding, right Twilight? You're not really–?"_

"_I am. And again, I'm Eclipse now. Come along, Spike. We're going back to Canterlot once I'm done here."_

"_N-No! I– I won't go with you!" He scrambled away._

"_You don't get a say in the matter."_

"_Twily! That is enough! I don't know what's wrong with you, but if- Gagh!"_

_A sudden surge of magic smashed him painfully into the ground._

"_Shining Armor!"_

"_One last chance, Spike. Come with me, or I'll make you."_

"…_No."_

"…_So be it." _She_ turned back to the leader of the Dawn Militia. "You have one minute to go back behind your wall. After that, I'll come for Spike myself."_

Spike's head snapped around as the great doors to Eclipse's private chambers opened.

"Oh, Eclipse. You're back," he smiled weakly, sliding another book into the shelf.

"Why yes, I am," she replied. "Thank you for noticing."

"_It's time to come home, my number-one assistant."_

"…_Stop it."_

"_What was that?"_

"_Stop it," he repeated._

"…_Stop what, exactly?"_

"_Stop pretending to be her!" he roared, his eyes narrowing into slits._

"_Spike, I don't have time for this–"_

"_Shut up! Stop sounding like her! Stop looking like her! You're not Twilight! Twilight would never do this!" His claws extended threateningly._

"_How many times do I have to repeat myself? I'm–"_

"_I SAID STOP IT!" He leapt at her, spitting fire._

She_ sighed._

Spike put away the last two books in the stack and fluttered down to the ground. "You took a while getting here," he noted. He had grown noticeably in the last six years; he was now only slightly shorter than Twilight, and had lost some of his baby fat for a sleeker stature. The greatest change was the tiny pair of wings on his back, even if they were only large enough for him to "buzz" short distances. Another thing that wasn't there six years ago was a metal rune-engraved manacle around his left ankle, which he mostly ignored.

"I was met with some complications," she said, trotting up to a bookstand. Her horn glowed as she set a heavy tome on it and quickly opened it to one of the bookmarks.

"You mean like Nightmare Moon? Stardust mentioned a rumor that she attacked you in the baths."

Eclipse rolled her eyes. "Palace gossip, nothing like it," she muttered. "Her majesty was frustrated by the failure of my mission, and she naturally took it out on me," she explained.

"Failure? You failed to flush out a Dawn base?" he asked, surprised.

"Yes. Applejack and Trixie were there to stop me. Why didn't you mention them before?"

Spike blinked. "They were in Manehattan?" he incredulously asked, before suddenly looking from side to side.

"I wouldn't speak frankly with you if I weren't absolutely sure we were safe from surveillance," she told him, irritated. "Why didn't you know?"

"Hey, Trixie doesn't tell me everything she does," he shrugged. "Besides, somepony could easily catch me if she sent that many letters."

Eclipse sighed. "Good point," she conceded. "Very well. Send her a letter stating that Nightmare Moon knows of the Elements of Harmony now. There's no point in hiding them at this point in time."

"Alright… wait, what?" Spike's head jerked up from the parchment he had just whipped out. "You told her they have the Elements?" he asked incredulously.

"I failed a mission, Spike. She wouldn't have accepted any excuse but the truth."

"But- But who knows what she'll do now? She might go and hunt everypony down herself!"

"No, she won't," Eclipse assured him. "Not as long as she has me to do it for her."

His face still showed concern, but he quickly scribbled down the message, folded it up, and breathed his flame on it. It burnt up and vanished without any trace of smoke.

"And besides my dislike of snakes, what else did you tell Trixie about me?"

Spike froze up, and met her glare with a sheepish smile. "Um, that you're an alicorn?" he tried.

Eclipse wasn't amused. "You know what? Never mind. I don't want to know," she grumbled, turning back to the book. The scratching of her quill as she made notes was the only sound in the room for a while. As Nightmare Moon's second-in-command, Eclipse enjoyed many luxuries, including bedchambers of size and opulence surpassed only by the queen's. However, ornaments and finery were sparse. Most of the room was occupied by rows of ceiling-high simply decorated shelves stuffed with books, scrolls, and papers – much like her old study, though these writings were mostly of a darker nature. There was an enormous window that took up over half of one wall, though thick violet curtains blocked the view and the fading moonlight. The only light in the room came from traditional candles and lamps, barely illuminating a lilac four-poster bed in a corner and the smaller, but still luxurious basket of pillows beside it.

"…So how were they doing?"

"Hm?" Eclipse looked up from her notes.

"Trixie and Applejack. How were they?" Spike asked.

She gave him a half-lidded look. "Fighting for their lives?"

"You know what I mean!"

"I don't think I do," she grumbled, turning a page. "You're the one who makes regular contact with them."

"But I don't ever _see_ them, Twilight! I just want to know, are they doing okay?"

Eclipse paused to tilt her head in thought. "Applejack is as hardy as ever. She managed to throw me off long enough to break my horn."

"Really?" Spike grinned. "That must've been awesome!"

"Trixie, on the other hand, was lacking," she went on. "She's held back by guilt and self-doubt. Too much to reach her full potential at the rate she's going."

Spike gaped at her, wide-eyed. "But– But she told me she was over the ursa minor incident!" he stammered.

"Then she lied to save face, rather than trust her friends with her feelings," Eclipse sighed. "Trixie has a ways to go before she's ready to truly wield the Element of Magic."

The dragon opened his mouth, but closed it without saying anything, looking down with a sigh. Then he burped. He quickly brought his hands to his mouth to catch the creased roll of paper that came out, unfolded it, and scanned through it. His jaw dropped.

"It's about my proposed alliance, isn't it?" Eclipse deadpanned immediately.

"You– You offered to directly cooperate with them?" Spike asked, dumbfounded. "Th– Then what are we doing here? Why are we doing spy work when we could really–?"

She slammed the book closed with an echoing bang, cutting him off. "Don't you start!" she snapped. "I've heard enough of that speech from Applejack! You know why we can't!"

"Why?" he shouted back. "Is it because of Celestia? Because you're so blinded by spite that you'd rather let Equestria suffer–?"

The manacle around his leg suddenly flashed and yanked him into the air, hanging him upside-down while Eclipse literally smoldered at him–smoke was actually rising from the roots of her glowing mane. "Not. Another. Word," she breathed.

Spike was speechless for a moment at her red-hot glare. "Sorry," he muttered, looking down– up. "It's just… I'm tired of this. All this secrecy, hiding messages from spies and servants, pretending I'm the Dawn's spy instead of you... I want it to be over. I just want this stupid war to end, so we can all be friends again."

A moment passed. The manacle lowered, letting Spike crawl back to his feet. "I'm sorry too," Eclipse sighed, her fire extinguished, leaving her deflated. "I'm also tired." She turned to the window, drawing aside a small portion of the curtain with her magic, and looked longingly outside. "I can't just join the Dawn. If I were to leave, Nightmare Moon wouldn't sit still. She couldn't just get another lieutenant, so she'd start fighting the battles she would've sent me to fight." She dropped the curtain, cutting off the starlight. "The Dawn wouldn't survive that.

"I could go with the alliance I proposed. Forget about ruling and let– _Celestia_ back, but now, there's another issue; the Elements themselves aren't ready. I'll have to judge the others eventually, but I'm not worried about them. Trixie is the problem – the weak link. As long as she's restrained by her insecurity, the Elements won't have the power they need to defeat Nightmare Moon."

Spike looked back at the scrap. "They also want me to 'subtly persuade' you into accepting Celestia back into power," he noted. She snorted derisively.

"GENERAL!"

Eclipse sighed at the muffled roar. "Make yourself scarce," she mumbled to Spike, who quickly burnt the paper with regular fire and scrambled for his basket. Just as he was out of sight, Nightmare Moon slammed the doors open.

"General Eclipse!" The dust from the deeper ends of her bookshelves were flung into the air by the volume of her bellow. "_What_ is the meaning of this?"

"You'll have to be more specific, your majesty," Eclipse replied casually. A heavy lash struck her, knocking her against the bookstand with its sheer force.

"Time and time again, you _dare_ show such insolence," she sneered. "Why do I permit it?"

"Because I'm irreplaceable." Eclipse got back on her hooves easily. "You'll never find anypony else who can match my magic potential," she smirked.

Nightmare lashed her again, this time, sending her and the bookstand toppling. "Petty insults, I will allow. Amusement at my frustration, I can tolerate. But attempts to sabotage this war?" The spectral whip snapped again.

Eclipse let in a weak breath, pulling herself back up. "I'm afraid I don't know what you're talking about."

The queen's face contorted in fury. She snarled out a phrase of dark magic, creating a pair of inky stocks that bound Eclipse's legs. For the first time, she cried out in pain as the shadowy material burned against her flesh. Nightmare Moon started speaking again. "May I remind you that less than half an hour ago, you gave the order to place Manehattan under military occupation? Despite the fact that our troops on the front line are spread thinly as is?"

"Funny," the bound alicorn grunted between pants. "I was under the impression that you… sent so many troops with me in the first place… to boast of our military ability."

"That was the impression I meant to impress on Manehattan!" Nightmare Moon hissed. "An impression may be far from the truth, as you apparently don't understand!"

Under his pillows, Spike couldn't help but grin at the irony. Then another loud lash and a cry of pain made him cringe.

"So what are you… going to do about it?" Eclipse asked her, mocking her despite Eclipse's own pain. "I've already promised… martial law to Manehattan. If you fail to… go through with it, who knows if they'll ever… take your threats seriously… again?"

"And how do you propose I fight this war if my soldiers are busy occupying one of my own cities?" the queen snapped.

"Oh, go… go make some golem armies. You've done that before,… haven't you? Or are you… just too lazy?"

Nightmare Moon's eyes flashed dangerously, and a set of black chains snapped around Eclipse's neck and wings. She screamed in agony for a brief second, but recovered. The queen wasn't finished. She created a new whip out of the shadowy material, covering it with spines. "Insolence!" She whipped Eclipse, driving out a gasp of pain. "Insolence!" Another lash, tearing out a bloody chunk of wing. "Insolence, insolence, _insolence,_ INSOLENCE!" Eclipse fell to her knees, shaking as blood flowed from her flayed backside.

The black alicorn breathed heavily, glaring down at her. "Pain doesn't teach you anything, does it?" Her voice had gone deathly quiet. Eclipse looked up, wide-eyed. "Very well." Nightmare turned to Spike's basket.

"No…" Eclipse breathed.

She yanked Spike out of the pillows by his anklet and dragged him in front of Eclipse. The magic dropped him, and he curled away from Nightmare Moon at the same time he tried to avoid looking at Eclipse's ravaged back.

"Get away from him!" she snarled, ignoring the burning shackles. "He's mine!"

Nightmare Moon's face broke in to a grin, and she snapped the whip. Spike howled in agony as it tore out some of the scales on his shoulder.

"NO!" Eclipse roared, struggling against her bonds.

"Oh, general," the queen chuckled. "Punishing you does absolutely nothing. I need to teach you this lesson somehow."

"I said he's _mine_, damn it! You don't get to touch him!"

Nightmare Moon was about to retort, when her smug grin was replaced by a look of thought. "Very well." Her sudden compliance set both Eclipse and Spike on edge. The dark binds on Eclipse suddenly vanished, leaving her stumbling as a surge of magic started to regenerate her back and wings. "You do it."

Eclipse froze.

"…Well?" Nightmare asked. "What are you waiting for? Torture him. Make him feel pain."

Eclipse started shaking. Blood was pounding in her ears. She glared up at the dark alicorn, trying to force all of her hatred and fury into a single glare.

The queen smiled in amusement, and leaned into her ear. "That is an order, general," she whispered.

Spike looked up, tears leaking down his face as Eclipse faced him. He raised a shivering claw to protect himself, that didn't stop the magic lance she impaled him on. He yelped in pain. It didn't physically harm him at all, but he could still _feel_ the shaft piercing through his torso. His hand was pinned to his chest, contorting his arm painfully. But it wasn't over. Eclipse him yanked him into the air, using the lance this time, and let him hang on it as she conjured a variety of implements out of magic. He squeezed his mouth and eyes shut, hoping he could restrain his sobs.

Nightmare Moon watched, a sadistic smile stretching across her face. Finally, she spoke. "That's enough."

All of the magic items vanished, dropping a groaning Spike to the floor. Nightmare Moon approached Eclipse, who hadn't moved an inch since she had started the torture. She began speaking into her subordinate's ear. "You may think you're clever. You may keep lying to yourself, fooling yourself into thinking that I don't entirely control you. You can be as much of a petty, rebellious foal as you want, but when all is said and done, you cannot escape the truth. You are _mine_."

Eclipse quivered, her hair hanging into her eyes and her teeth grinding against each other.

"Whom do you belong to?"

Silence.

"Answer. Whom do you belong to?" she asked again, just as softly.

Eventually, Eclipse's mouth moved. "You, your majesty."

Nightmare smiled. "Say it again."

"I… I am… yours, Queen Nightmare Moon."

"That's right. I own you, _Twilight Sparkle_. You are my lieutenant. You are my tool. You are my student. You are my weapon. You are my slave. You are my greatest triumph over Celestia. _You are mine_."

Eclipse still shook, but her head was hung in misery.

Nightmare stepped back. "I believe I'm done here." She turned and walked up to the doors. "Report to me at moonrise," she said, looking back. "I shall have another mission for you." She closed the doors gently.

Silence filled the dark room, the only sound being that of Eclipse's shuddering breaths. Spike forced himself to his knees, and staggered to her form. His arms stretched out, but she suddenly wrapped her forelegs around him in a crushing hug. He slung his arms behind her neck in return as she silently sobbed into his unwounded shoulder. Time passed.

_Spike awoke surrounded by warmth. He was in a soft bed, many times more luxurious than his basket back at the library. Then he remembered._

"_Twilight..." he murmered, tears threatening to come loose._

"_Spike?"_

_He abruptly noticed the legs wrapped around his body. He jerked his head around to see the face of the unicorn that had burnt down Ponyville. _She_ stared back at him with soaking red eyes. _She_ had been crying._

"_Twilight?"_

She_ suddenly squeezed him with her legs, pulling him against her body._

"_I'm sorry, Spike! I'm so– so sorry!" _she_ sobbed, hugging so tightly he could hardly breathe. That didn't stop him from twisting around and hugging back as _she_ cried. It was _her_._

The minutes continued to drift by.

"I think you've got her fooled," Spike eventually said with a small smirk.

She didn't reply.

"C'mon, Twi. I'm fine. I'm a dragon. We're resilient."

Still nothing.

"Twilight?" He pulled back to look at her red, tear-streaked face.

"I'm not Twilight," a small voice said.

He blinked. "Huh?"

"Twilight Sparkle could never do this," she went on. "She couldn't fight her friends. She couldn't order armies to capture and kill good ponies. She couldn't execute somepony for mentioning Celestia's name. She couldn't put a city under military rule. She couldn't fight this war." She threw her face back into Spike's neck. "She couldn't possibly… make herself… hurt you…" Her speech dissolved into more sobbing.

"Maybe," Spike said, holding her more tightly. "But Twilight could give up everything she is to help her friends and save Equestria. You'll still always be Twilight to me, no matter what happens. And you'll still be Twilight to our other friends, too. Everything will turn out fine. You'll see."

She shook her head, rubbing her tears into Spike's scales. "I never wanted this," she murmured. "Why does everything have to be so fucked up? Damn Nightmare Moon. Damn Celestia." She swallowed.

"Damn Eclipse. Damn Twilight."

It wasn't until two hours later that she fell asleep and Spike could carry her to her bed.


	2. Teaser & Harmony

Deep under the castle, hidden within the caverns, was a room. The only feature on the four stone walls was a single metal door sealed with thick bars and magic runes. It was nearly pitch black, lit only by the subtle glow of precise circles and gemstones placed geometrically around the floor. Rune-inscribed chains stretched across it, wrapping around a peculiar statue, with one arm across its chest, another mismatched one outstretched, and its face frozen in jubilant laughter.

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><p>A sequel is now out! However, to save myself the trouble of having to visit multiple sites to make edits, I've decided to only post on FiMFiction. Here's the link: www. fimfiction,com story /30228


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